NINTH AMENDMENT TO LOAN
AGREEMENT
THIS NINTH
AMENDMENT TO CREDIT AGREEMENT dated as of August 31, 2009
(this “Amendment”), is entered into by and between
WINTRUST FINANCIAL CORPORATION (the “ Borrower
”) and BANK OF AMERICA, N.A. successor by merger to LaSalle
Bank National Association (in its individual capacity, “
Lender ”).
WHEREAS, the
Borrower and the Lender entered into that certain Credit Agreement
dated as of November 1, 2005, as amended by that certain First
Amendment to Credit Agreement dated as of June 1, 2006, as amended
by that certain Second Amendment to Credit Agreement dated as of
July 27, 2006, as amended by that certain Third Amendment to
Credit Agreement dated as of January 1, 2007, as amended by
that certain Fourth Amendment to Credit Agreement dated as of
March 9, 2007, as amended by that certain Fifth Amendment to
Credit Agreement dated as of June 1, 2007, as amended by that
certain Sixth Amendment to Credit Agreement dated as of
June 1, 2008, as amended by that certain Seventh Amendment to
Credit Agreement dated as of August 31, 2008 and as amended by
that certain Eighth Amendment to Credit Agreement dated as of
May 11, 2009 (as amended, and as the same may be further
amended, restated, modified or supplemented and in effect from time
to time, the “ Credit Agreement ”);
WHEREAS, the
Borrower and Lender desire to amend the Credit Agreement in certain
respects as set forth herein.
NOW, THEREFORE,
the parties hereto hereby agree as follows:
1.
RECITALS INCORPORATED BY REFERENCE . The foregoing recitals
are hereby incorporated as part of this Amendment and made a part
hereof.
2.
DEFINITIONS . Capitalized terms used herein and not
otherwise defined herein are used with the meanings given such
terms in the Credit Agreement.
3.
AMENDMENTS TO CREDIT AGREEMENT . The Credit Agreement is
hereby amended as follows:
(A)
Amendment to Section 1(a) . Section 1(a) is
hereby amended and restated in its entirety to read as
follows:
(a) Lender agrees
to make loans (each a “ Term A Loan ” and
collectively, the “ Term A Loans ”) to the
Borrower in an aggregate amount not to exceed $25,000,000 (the
“ Commitment Amount ”).
(B)
Amendments to Section 3 .
(i) Section 3(b)
is hereby amended by deleting the date “August 31,
2009” and replacing it with the date
“September 30, 2009”.
(ii) Section 3(d)
is hereby amended and restated in its entirety to read as
follows:
(d) The amounts
outstanding under the Term A Note and the Term B Note from time to
time shall bear interest calculated on the actual number of days
elapsed on the basis of a 360 day year, at a rate equal to the
greater of (i) at the Borrower’s option, either
(A) LIBOR plus 350 basis points (the “ LIBOR Rate
”) or (B) the Prime Rate plus 50 basis points and (ii)
450 basis points. The applicable rate is hereafter referred to as
the “ Interest Rate ”.
(iii) The
definition of “Prime Rate” is hereby amended and
restated to read as follows:
“ Prime
Rate ” shall mean the highest of (a) the floating
prime rate in effect from time to time as set by the Lender, and
referred to by the Lender as its “Prime Rate”,
(b) the Federal Funds Rate plus 50 basis points and
(c) the LIBOR Rate that would be applicable for an interest
period of one month beginning on such day plus 1.0%.
(C)
Amendment to Section 4 . Section 4 is
hereby amended by (a) deleting the heading “
Principal Payments and Prepayments ” and replacing it
with “ Principal Payments, Prepayments and Commitment
Fee ” and adding the following clause (d) to the end
thereof:
(d) Borrower
hereby agrees to pay to Lender a commitment fee equal to 0.50%
times the actual daily amount by which the Commitment Amount
exceeds the principal amounts outstanding under the Term A Note.
The commitment fee shall accrue at all times, and shall be due and
payable quarterly in arrears on the last Business Day of each
February, May, August and November, commencing August 2009,
and at maturity. The commitment fee shall be calculated quarterly
in arrears.
(D)
Replacement Term A Note . All references in the
Credit Agreement to the term “Term A Note” in the form
of Exhibit 1 to the Credit Agreement shall be deemed to be
references to the Replacement Term A Note of even date herewith in
the form of Exhibit 1 attached hereto and made a part
hereof.
4.
WARRANTIES. To induce Lender to enter into this Amendment,
the Borrower warrants that:
(A)
Authorization . The Borrower is duly authorized to
execute and deliver this Amendment and is and will continue to be
duly authorized to borrow monies under the Agreement, as amended
hereby, and to perform its obligations under the Agreement, as
amended hereby.
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